CNH INDUSTRIAL GENERAL PURCHASING

TERMS AND CONDITIONS

EMEA REGION

1. DEFINITIONS
1.1. The following terms, as used in these General Purchasing Terms and Conditions
(hereinafter referred to as “General Terms”), shall have the meanings set forth
below:
a) "Closed Order": means a request, addressed from Purchaser to Supplier, for the
purchase of a specified quantity of Products;
b) “Comply with Terms”: means, with reference to the Products, that:
i) the Products comply with the Regulatory Standards and Operating
Regulations;
ii) the Products comply with: (a) Purchaser’s technical requirements; (b) the
specifications determined in the product documentation and in the Order;
(c) any other provisions contained in an Order and in any other written
agreement for the supply of the Products;
iii) the Products are safe, free from any defects, reliable and fit for their
purpose once assembled in the Units;
c) “Control”: means the direct or indirect ownership of more than 50% of the stock
or other equity interest having voting rights or other rights to direct the
management;
d) “FPT OEM Customer”: means the Ultimate Original Equipment Manufacturer
(OEM) Customer which purchases the goods manufactured by FPT Industrial
division, in which the Products are installed, in order to assembly such goods in
their equipment, vehicle or machines;
e) “Open Order” or “Blanket Order” means a request, addressed by Purchaser to
Supplier, concerning the purchase of the Products, which contemplates the
issuance by Purchaser of periodical delivery schedules, without any initial
determination of the quantity of the Products to be supplied;
f) “Operating Regulations”: means standards, specifications, rules, circular letters,
procedures and any other similar regulations governing and detailing the
performance of the agreements entered into by Purchaser and Supplier, as
communicated or made available at any time to Supplier, by means of example
and not limitation, through CSCN portal (https://cscn.cnh.com/) or other portal
communicated time by time by the Purchaser to the Supplier;
g) “Order”: means an Open Order and/or a Closed Order;
h) “Part Recall Centre”: means the locations in which Purchaser has facilities to
store recalled parts;
i) "Party(ies)": means jointly Purchaser and Supplier and/or severally each of them;

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j) "Product/s": means the product, including all components, raw materials and
sub-assemblies thereof supplied by Supplier to Purchaser pursuant to the Order,
including the ones for the first equipment and spare parts;
k) "Purchaser": means any company, directly or indirectly, under the Control of
CNH Industrial N.V., which has its registered office in the EMEA (Europe,
Middle East and Africa) region and issues an Order to Supplier;
l) “Purchaser Manufacturing Date”: means the date the Unit has been
manufactured by the Purchaser (or by the FPT OEM Customer);
m) “Purchaser’s Specific Equipment”: means matrixes, dies, control gauges and
their accessories, which, even though not covered by industrial property rights nor
containing any element of secrecy, allow the manufacture of goods which differ
in form, function or composition from other goods manufactured or supplied on
the market;
n) “Purchaser’s Technical Information”: means i) any industrial property rights
owned by or licensed to Purchaser (such as patents, utility models, drawings and
registered models or other intellectual property rights), ii) any manufacturing
procedures, technical or technological know-how which is not within the public
knowledge (although not covered by intellectual or industrial property rights)
under any form or mean available (including, by way of example and not of
limitation, specifications, standards, drawings, models, samples, proto-types,
methods, instruments, databanks, technical specifications) owned by or licensed
to Purchaser, or iii) any specific studies, plans, documents prepared by or on
behalf of Purchaser;
o) "Release": means a delivery schedule issued by Purchaser to Supplier, that
instructs Supplier to deliver a specified quantity of the Products to a particular
location on a specified date and which lists forecasted Product quantities;
p) “Regulatory Standards”: means any applicable provision of law or regulatory or
administrative provision or administrative or jurisdictional order or decree
including those currently in force or to be applied in future in the countries where:
(i) Purchaser and/or CNH Industrial N.V. (including its successor) has its
registered office or is located the stock exchanged market where is listed; or (ii)
the Units are marketed - as of the date of the delivery to Purchaser of a specific
Product - or they are to be marketed in the future, to the extent Supplier is or
should be aware of it by applying customary care;
q) “Retail Sales Date”: means the date of delivery of the Unit to the end customer,
as registered by: (i) Purchaser’s Dealer into Purchaser’s warranty database or (ii)
FPT OEM Customer;
r) "Supplier": means Supplier and/or any other company, directly or indirectly,
under its Control, to which an Order is addressed;
s) “Supply Agreement/s”: means the Orders and the other written agreements,
including warranty agreements, for the supply of the Products entered into
between Purchaser and Supplier;
t) “Unit”: means the machinery/vehicles/other goods (including but not limited to
Engines and Gears) manufactured and/or sold by the Purchaser, in which is

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 assembled the Products, identified by a unique VIN Code (Identification Number
also known as “Unit Serial Number”).

2. SCOPE
2.1. These General Terms set forth the terms and conditions governing the supply of the
Products.
2.2. Supplier undertakes to Comply with Term and with the provisions of these General
Terms and to cause any supplier to agree to and comply with the General Terms.
2.3. Any Supplier’s general conditions of sale as well as any terms and conditions set out
in the offer or Order acceptance or other documents issued by the Supplier shall not
apply to the supply of the Products. The Supplier expressly waives the right to assert
such other terms and conditions, unless written acceptance thereof is given by the
Purchaser.

3. ORDERS
3.1. The Order constitutes Purchaser's offer to Supplier to purchase the Products, and is
not, nor shall not be construed to be an acceptance of any offer of Supplier.
3.2. The Order shall be deemed accepted when received by Supplier, except that Supplier
notifies Purchaser about its intent to not accept the Order by means of one of the
following modalities and within the relevant term:
i) on paper, by letter to be received by Purchaser, within 72 (seventy-two) hours
from the receipt of the Order by Supplier;
ii) by telematics means, within 48 (forty-eight) hours from the receipt of the
Order by Supplier.
3.3. The commencing of the activities for the performance of the Supply Agreement by
Supplier, included but not limited to the full or partial delivery of the Products, shall
be deemed to constitute acceptance of the Order by Supplier, even if no other
formalities have taken place.
3.4. Supplier agrees to supply the Products in accordance with the General Terms,
including any additional terms stated in the Supply Agreement, which constitute the
entire agreement between the Parties for the supply of the Products and supersede any
prior agreement related thereto.

4. SCHEDULING METHODOLOGY
4.1. Purchaser shall specify its requirements for Products by the issuing of a Release, in
accordance with the Purchaser’ scheduling procedures and systems, which the Parties
shall observe, and with the rules set forth in the Annexes 1 and 2.
4.2. Supplier commits to perform all its best effort to be able to manage Orders and supply
programs and shipping notice by the EDI.
4.3. Except for firm Product quantities requested by Purchaser, Purchaser shall have no
obligation to purchase any specific quantity or volume of any Product. In order to
assist Supplier in its planning, but without binding Purchaser in any manner,
Purchaser may deliver Product forecasts or planning schedules to Supplier. All such

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 forecasts, planning schedules or similar information provided by Purchaser are for
planning purposes only and shall not create nor imply a firm or binding obligation of
Purchaser to purchase any of the forecasted, planned or projected Product volumes.
Purchaser is under no obligation to purchase the Products exclusively from Supplier.
4.4. Purchaser may request Products in excess of the firm Product quantities previously
scheduled at Release, and Supplier shall use its best efforts to fill Purchaser's request
for such excess Products. Within 7 days after receipt of Purchaser's Release, the
Supplier will provide a feedback to Purchaser in writing on the request for excess
Products. In case Supplier do not respect the above term in providing feedback,
Supplier shall be deemed as in breach in the delivery of the Products (including the
ones in excess) requested by Purchaser but not delivered.
4.5. In case Purchaser should request to reduce the firm quantities previously scheduled,
the Supplier shall use its best efforts to fulfil the Purchaser's request for such
reduction. Within 5 working days after receipt of the Purchaser's request or Release,
the Supplier shall inform Purchaser in writing in case of no availability to reduce
quantities as requested.
4.6. Supplier shall at all times ensure that it has all equipment, facilities and inventories
necessary to manufacture and sell to Purchaser the Products as contemplated by any
Supply Agreement, according to the issued Releases.

5. PRICE AND PAYMENT

5.1. The price specified in the Order is fixed. Any modification of the price specified in the
Order shall be agreed in writing between Purchaser and Supplier. Purchaser shall
perform payments in the manner and within the payment term indicated in the Order.
Invoices must to be set, issued and managed in compliance with Supply Agreement,
applicable laws, as well as with Operating Regulations and rules set forth by
Purchaser.
5.2. If Supplier owes Purchaser any sum of money which is past due, Purchaser may offset
such amount against any sum of money Purchaser owes to Supplier.

6. SHIPPING AND PACKAGING

6.1. Supplier shall, in accordance also with the Supply Chain Requirements, herein
attached as Annexes 1 and 2: (a) pack and ship the Products, in accordance with
instruction of Purchaser; (b) mark each package in accordance with the instructions of
Purchaser and carrier; (c) reimburse Purchaser for all damages, expenses and costs
incurred by the latter, by means of example and without limitation, as a result of
improper packing, marking and shipping too. Supplier shall not charge separately for
packing, marking or shipping Products.
6.2. Together with the Products forming part of each Order or delivery program, Supplier
shall forward the shipping documents required by Purchaser or by the applicable law.
In case of breaching by Supplier of the provision of this Article 6.2, Purchaser
reserves the right to reject the Products on delivery.
6.3. The Supplier shall notify Purchaser of the availability of the Products, packaged and
ready for shipment to Purchaser's shipping designation, as soon as possible and in any
case at least 7 days before the delivery date specified by Purchaser, granting visibility

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 at Products part number level. The notification shall include the approximate weight
and dimensions of the shipment(s), Purchaser's shipping destination and any other
information needed or requested by the Purchaser.
6.4. Purchaser shall have the right to ask for emergency deliveries, outside delivery
requirements specified in the issued scheduling, that shall be performed by Supplier in
the faster possible way, provided that the Parties shall promptly and jointly determine
in writing the most expeditious means of delivering the Products, taking into
consideration the related costs with the purpose to reduce such costs to the maximum
possible extent. If Supplier is unable to fulfil the above Purchaser's request for an
emergency Products delivery, Supplier shall immediately notify Purchaser in writing
and shall provide the latter with the date when the request can be fulfilled so that
Purchaser can evaluate how to proceed. Supplier hereby undertakes to use its best
efforts to properly perform such emergency deliveries request within the period of
time requested by Purchaser and in any case within the shortest possible period of
time.
6.5. Purchaser may at any time specify a change in the method of packaging or shipping or
the place of delivery of the Products. If such change impacts the actual costs or timing
of delivery, Supplier shall substantiate in writing the impact and Purchaser and
Supplier shall confer on any necessary adjustment to the delivery schedule or charges
to be added to the price of the Products.
6.6. In case Supplier is determined to change the production warehouses location or the
manufacturing process, this change shall be communicated to Purchaser prior to the
start of any of the above activities and shall be introduced only after Purchaser’s
approval. Any relevant information shall be shared with Purchaser in order to prevent
possible unknown risks. Supplier shall guarantee continuity in supplies at his own
costs and the adoption of all the best practices to avoid any supply disruption.
6.7. The Supplier undertakes to use for any delivery, in accurate manner, the Advanced
Shipping Notice (ASN) containing all the information included in the delivery note. In
case Supplier should not use the ASN, the latter shall be liable for the costs borne by
Purchaser for the manual booking, also according to the rules set forth in Annexes 1
and 2.
6.8. It agreed between the Parties that, unless differently agreed, packaging, packing,
transport, handling, insurance and delivery of the Products shall be at exclusive
Supplier’ costs and risks.

7. DELIVERY
7.1. The delivery date/s set forth in the Release for firm Product quantities ("Firm Delivery
Date") shall be binding on Supplier. The delivery time is of the essence. Purchaser
may change or temporarily suspend the delivery Release with reasonable notice period
to Supplier.
7.2. Purchaser is under no obligation to accept any shipment of the Products partial or
arriving prior to the Firm Delivery Date stated in the Release. Purchaser is authorized
to return to Supplier, at Supplier’s costs and risks, any supply delivered partially or in
advance to the delivery term or to charge Supplier with the relevant storage and any
other incurred costs and/or damages, in the above case of delivery in advance. Even if

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 Purchaser does not exercise its rights under this Article, the payment terms of the
invoice of the supplies delivered in advance shall be calculated from the delivery date
agreed upon.
7.3. Purchaser is under no obligation to accept the shipments of the Products exceeding the
quantity stated in the Release. Purchaser has the right to reject any excess shipped
quantities or otherwise place the excess quantity into storage at Supplier's cost,
including all handling and associated fees.
7.4. In case of the Products late or partial delivery with respect to the date stated in the
Release issued by Purchaser, Supplier shall indemnify and hold harmless Purchaser
from and against all costs, expenses, damages and losses, directly or indirectly, arising
from or consequent to such delay, including, but not limited to the ones for: (i) the
disruption of any manufacturing activities at Purchaser's plants and facilities; (ii) the
urgent deliveries, including airfreight; (iii) the reworks, reprocessing and scrapping
activities; and (iv) taxes, duties, freight paid and any other expense for urgent
transport.
7.5. Supplier undertakes to notify in writing to Purchaser, for each Product, its installed
capacity, which Purchaser reserves to verify at any time. Supplier undertakes to timely
notify in writing to Purchaser: (i) any variation to each installed capacity which may
occur during the execution of the Supply Agreement; (ii) any shortage of the notified
installed capacity which will not satisfy the entire supply programs.
7.6. Save the above provisions set forth in this Article 7, Supplier shall in any case
promptly notify Purchaser of any delay that could affect the Products delivery as well
as of any and all actions to be adopted by Supplier in order to minimize the
consequences of its delay.
7.7. The taking of delivery and/or reception and/or payment of the Products supplied shall
not in any case be considered as acceptance of the Products supplied whether in terms
of quantity or in terms of quality as well as in terms of timely shipment.

8. PRODUCT SPECIFICATIONS, CHANGES AND QUALITY

8.1. Specifications
The Products shall Comply with Terms and with the Products features and
requirements specified in the Supply Agreement/s, in the Product documentation and
in Purchaser’s technical standards.
Supplier shall ensure full compliance with the Regulatory Standards, including the EU
Regulation No. 1907/2006 (so called “REACH Regulation – Registration, Valuation,
Authorization of Chemical Substances”) and subsequent modifications and
integrations, and undertakes to mention to Purchaser the possible presence of
substances named SVHC (Substances of Very High Concern) in the Products, by
further providing the documentation needed or requested by Purchaser and all the
information in the format that Purchaser should require to Supplier. In addition,
Supplier undertakes also to timely provide to Purchaser, upon request of the latter, all
the information that allows a safe use of the Products containing SVHC substances
and the Purchaser’ Compliance with Terms.

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 Supplier shall, when requested by Purchaser and in any case no later than 30 days
following each calendar year in which Supplier has delivered any goods to the latter
under these General Terms or otherwise, complete and provide to Purchaser a
comprehensive Conflict Minerals Reporting, using the template developed by the
Electronic Industry Citizenship Coalition® (EICC®) and The Global e-Sustainability
Initiative (GeSI), known as the EICC-GeSI Conflict Minerals Reporting Template or
the other template that Purchaser should communicate to Supplier. Supplier shall
perform appropriate due diligence on its supply chain in order to fulfil the above
reporting obligations.
Supplier undertakes to provide each year, or in the different term requested by
Purchaser, a statement of annual validity in which it certifies the country of
origin/preferentiality of the Products in compliance with the Regulatory Standard.
Supplier undertakes to timely notify any change in the country of origin which may
occur during the current year and to promptly and fully cooperate in order to allow the
compliance with the above.
8.2. Changes Requested by Purchaser
Supplier shall introduce the changes in the Products requested in writing by Purchaser,
according to the terms requested by the latter. Supplier shall notify its best
implementation date, within 10 working days starting from the above request.
In the event that Purchaser requires some changes to be made without prior notice,
Purchaser shall, unless otherwise agreed in writing, pay for the Products already
manufactured or under manufacturing for an amount which in any case shall not
exceed the total of:
i) the Products to be delivered, according to Purchaser’s written request, during the
month in which the change is required;
ii) half-finished products and raw materials for the production of the Products whose
delivery is requested for the second month following the month in which the
change is required (except that a longer term is agreed between Purchaser and
Supplier, in consideration of the particular nature of the half-finished product
and/or raw material).
The instructions about the destination and the delivery of such Products shall be
communicated by Purchaser.
In the circumstances mentioned in the above paragraph, Supplier shall take all steps in
order to limit and mitigate any of Purchaser’s liabilities and costs. Supplier shall,
under simple written requirement, allow Purchaser to verify the above stocks of
products and raw materials.
8.3. Changes Requested by Supplier.
Product, manufacturing process or material changes and any other kind of relevant
changes – including but not limited to: a) new production location; b) lay-out
modification; or c) change of suppliers – shall be communicated to Purchaser for
written approval, prior to their implementation.

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 Any Product or manufacturing process or material change requested by Supplier and
the resulting projected price increase shall be approved in writing by Purchaser, prior
to its implementation.
In case of missing communication by Supplier, causing a major disruption in the
supply of the Products, Purchaser has the right to put Supplier in the New Business
Hold (NBH) status, save the right to recover all the costs and damages borne or
suffered as a direct or indirect consequence.
Any approved modification to a Product or production process under this Article 8 or
other provisions of these General Terms or Supply Agreement shall require, unless
differently communicated by Purchaser, Supplier to re-qualify the Product, according
to the Operating Regulation and/or Regulatory Standard, at Supplier's expenses in
order to assure it complies with the quality and technical specifications of Purchaser.
8.4. Qualification of the Products
Supplier, before commencing the delivery of a new or modified Product, shall have
performed all tests and inspections agreed or required and all additional tests and
inspections as necessary to ensure, control and establish the Compliance with Terms
of the Products. The Parties agree that for the initial qualification and the periodic re-
qualification of the Products, new or modified, shall be fulfilled the rules set forth in
the CNH Industrial Procedure (PUR 30) Production Part Approval Process (PPAP),
which is part of the Operating Regulation.
8.5. Updated Information,
If any changes are made to a Product, Supplier shall promptly deliver to Purchaser, at
Supplier's expenses, copies of all updated drawings, blueprints and documentation
reflecting the changes.
8.6. Quality Standards
Supplier shall comply with the rules set forth in Purchaser’s specifications, including
Supplier Quality Statement of Requirements “SQSOR” and any other requirement
communicated by Purchaser to Supplier. The SQSOR document is a reference to
certain quality specifications required by Purchaser, to notify Supplier of the main
quality requirements.
The use of sources approved or designated by Purchaser, including tool/gauge
suppliers, doesn’t relieve Supplier from the responsibility to guaranty the quality of
the purchased Products and to Comply with Terms and with the provisions of these
General Terms.
8.7. Control Shipping Level (CSL) and New Business Hold (NBH)
At any time that Purchaser determines that a Product or Supplier's process do not
comply with Purchaser’s Quality Requirements or specifications or drawings,
Purchaser will have the following options: (a) initiate a CSL (Control Shipping Level)
1, 2 or 3, hereinafter better defined, as communicated to Supplier by Purchaser, which
will require Supplier (in case of CSL1) or third party (in case of CSL 2, and 3) to
inspect certain Product/Supplier characteristics and processes, identified by Purchaser
in writing, and where necessary develop a corrective action plan, all at Supplier’s
expenses; or (b) initiate a stop of the Products shipment, being understood and agreed

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 that any deficiencies in Products must be corrected by Supplier, at its expenses, prior
to any subsequent product shipments.
For a seek of clarity, CSL 1, 2 or 3 are steps of the process aimed to support Supplier
in the solution of the quality problems that caused a non-conforming supply. Those
three Levels are differentiated according to the gravity and frequency of the non-
conformities detected in the supply and are described in Purchaser’s procedures part
of the Operating Regulation.
In the most serious cases of supply non-conformities, Purchaser shall always have the
right to put Supplier in the New Business Hold (NBH) status, avoiding its
participation to the sourcing procedure of new businesses or the awarding of the
businesses concerned by the current sourcing, for the whole duration of the NBH
measure.

9. SPARE PARTS
9.1. For the supply of the Products for after sale replacement, Supplier undertakes to apply
the same prices, terms and conditions agreed with Purchaser for the supply of the
Products for the first equipment, unless differently agreed in writing between the
Parties.
9.2. The Supplier shall provide to Purchaser the spare parts of the Products, in the
quantities and timing necessary to allow Purchaser to meet its warranty requirements
and after sale assistance of the Unit, in compliance with the highest standards of final
customer satisfaction, until the expiry of the period specified below, starting as of the
date when the Products are not used anymore as first equipment in the production and
unless differently agreed in writing in any agreement or stated in the Product
specifications or in Operating Regulations:
i) Products installed on Agriculture or Construction Machinery: 10 years;
ii) Products installed on Bus: 15 years;
iii) Products installed on military or defense vehicle: 20 years;
iv) Products installed on other Iveco vehicles (including but not limited to trucks and
commercial vehicles): 10 years;
v) Products purchased by FPT Industrial division: 10 years.

10. NON CONFORMING PRODUCTS AT PRODUCTION PLANT

10.1. If any Product delivered to Purchaser do not comply with Article 8, or otherwise do
not Comply with Terms or do not conform to the provisions of these General Terms or
the Supply Agreements, Purchaser shall have the right, at its own discretion, to: (a)
obtain from Supplier, free of charge, the replacement of such Product and/or the
whole manufacturing batch to which it belongs, in accordance with Purchaser's
Product return and replacement procedure n. 08018, also referenced in the Supplier
Quality Statement of Requirements; (b) reject such Product, without replacing it, and
obtain from Supplier the full price repayment of such rejected Product, subject to
Purchaser's off-set right in Article 5.2; (c) select and recover, at Supplier’s risks and
costs, through extra manufacturing, the defective Products, in the event of urgency or
in the event that Supplier is not able to immediately replace the Products or in such

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 specific cases as may be agreed upon with Supplier; and (d) repair such Products, at
Supplier's risks and costs, subject to Purchaser's offset right in Article 5.2.
10.2. In addition to the remedies under Article 10.1 and to any additional rights and
remedies available to Purchaser hereunder or under applicable law, Purchaser shall
always has the right to get from Supplier the payment or reimbursement of any and all
the direct or indirect damages, costs, expenses or losses resulting from the non-
conforming Products, including but not limited to: (a) the costs for repairing the non-
conforming Products; and (b) any and all the costs, expenses and damages arising
from or consequent to the disruption of Purchaser's manufacturing process, if the
Products defect is discovered when the Products are already installed or are in the
process of being installed on products manufactured by Purchaser. Purchaser may
debit Supplier any costs and expenses borne and any damages suffered consequent to
the above non conformity, pursuant to Purchaser's right to offset in Article 5.2,
including also taxes, duties, freight paid and any expense for airfreight.
10.3. Supplier shall, in any case and upon notice from Purchaser (including notice direct
from any of Purchaser's plants) of a non-conforming or defective Product: (a)
promptly inform Purchaser (and directly the affected Purchaser's plant) of the causes
for such non-conformance or defect, and of the corrective actions identified to remedy
and prevent such non-conformity and/or defect in compliance with the specific
requirements and usage of the SQP system (Supplier Quality Performance), and shall
identify the particular Products affected (by serial number or other means); (b) without
delay, but subject to advance written approval of Purchaser, introduce into its own
manufacturing processes appropriate corrective actions, in accordance with any
reasonable instructions Purchaser may issue; and (c) implement, in accordance with
Supplier, the control plan to verify and confirm the effectiveness of such remedial
actions.
10.4. Upon Supplier request, Purchaser shall maintain for a period of 10 working days,
starting from its replacement or rejection, and make available to Supplier (at
Supplier’s cost and expense) any rejected Products. At the expiration of this period,
without any specific communication by Supplier, Purchaser may scrap such rejected
Products not collected by Supplier and charge the scrapping cost to Supplier.

11. PRODUCT WARRANTY

11.1. Supplier warrants to Purchaser and its affiliates, Joint Ventures, subsidiaries, parent
companies and their dealers and retail customers that the Products are and will: (a) of
merchantable quality and fit for the particular purpose for which they are intended; (b)
free from any defects in design, material and workmanship; (c) conform to the
specifications, quality standards and other applicable standards provided by Purchaser
to Supplier; (d) Comply with Terms; and (e) of good and clear title. Good and clear
title shall mean Supplier has the legal right to sell the Products and that the Products
are free from encumbrances, such as but not limited to mortgages, deeds of trust, liens,
or any other claims as well as being free of any reasonable objections regarding the
sale of the Products to Purchaser.
11.2. Supplier's warranties set forth in Article 11.1 shall remain in effect for the period
stated in Table below, regardless of whether Purchaser inspects or fails to inspect the
Product and/or accepts the Product and/or makes payment for the Product:

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 Product installed
Product originally installed on the
as After Sales
Unit
Parts
Business Sectors
Months Months Months from
from_Purchaser from_CNHI Installation by
Manufacturing Retail Sales Date Dealer / FPT OEM
Date (*) (*) Customer
Agricultural 48 24 12
Construction 48 24 12
Commercial Vehicles
Heavy Range 48 36 12
Medium Range 48 36 12
Light Range 48 36 12
Bus 48 48 12
Special Vehicles 48 48 12
Powertrains 48 48 12

(*) whichever occurs first.

11.3. The warranty contained in Article 11.1.d) shall not be subject to expiration, with
reference to the compliance with Regulatory Standard.
11.4. Supplier shall reimburse Purchaser for warranty costs incurred by Purchaser as a result
of the breach of any warranty obligation set forth in Article 11.1. The above warranty
costs shall include, without being limited to, unless differently agreed in writing: (a)
all labour incurred in repairing and replacing the Products at the current labour rate
charged by Purchaser or the applicable dealer; (b) all replacement Products costs and
other parts damaged by the defective Product; (c) all transportation, freight, handling,
travel, time, and related expenses; and (d) all other costs or damages resulting from
the failure of the Products.

12. RETURN AND INSPECTION OF DEFECTIVE PRODUCTS

12.1. The Parties will jointly perform diagnostics and analysis on returned defective
Products, then upon Purchaser’s request, Supplier shall use commercially reasonable
efforts to:
i) deliver to the Purchaser all information necessary for the diagnosis, repair and
complete revision of the defective Product, including but not limited to tools and
test procedures;
ii) guarantee additional onsite support for joint root cause analysis in case of: (i)
significant and repetitive Product failure increase in either volume and/or value
incurred by Purchaser and caused by a breach of the Supplier warranties; or (ii)

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 failures occurring during the first period of supply of specific new Products.
12.2. Supplier is entitled to request a sample of the defective Products (the “Returned
Products”) to be returned from Purchaser’s dealers in order to perform root cause
analysis and/or to implement a corrective action plan based on samples of Returned
Products from Purchaser’s dealers.
12.3. In advance of warranty failures, the Parties will jointly define a limited list of part
numbers which will be added to Purchaser’s parts return program.
12.4. In accordance with Article 12.2, Purchaser will decide, in its sole discretion, whether
to return the Returned Products either to the most convenient Purchaser’s Part Recall
Centre located in the same geographical region where the Product failure occurred or
an alternative location designated by the Purchaser. A current list of each Purchaser’s
Part Recall Centre can be requested by Supplier to Purchaser’s representative at any
time.
12.5. Supplier will be entitled to visit the relevant Purchaser’s Part Recall Centre in order to
examine the Returned Products or ask for them to be shipped to a designated address,
being understood that in this latter case any transport and associated fees will be borne
exclusively by Supplier.
12.6. The following requirements shall apply to all Returned Products:
i) Purchaser shall include a label on the Returned Product detailing the Purchaser’s
part number, the Purchaser’s claim number and the VIN Code;
ii) Supplier shall analyze – either at Purchaser’s Part Recall Centre or at Supplier’s
premises as per Article 12.5 above – every Returned Product and will send the
results of such analysis in electronic format (8D Report) to Purchaser within 30
(thirty) days of Supplier receiving the Returned Product;
iii) Supplier will make its best efforts to identify the cause of the failure;
iv) Supplier is responsible for preserving the Returned Products at least for 90
(ninety) days from the date failure analysis is provided to the Purchaser (or until
advised otherwise by the Purchaser) in a controlled environment on Supplier’s
premises, in order for the Purchaser to carry out any additional inspections, if
required.
12.7. If Supplier analysis on the Returned Products, as per this Article 12, result in Supplier
disagreeing with the share of the responsibility, Purchaser has the right to carry out
additional analysis on the same Returned Products. In this case the Purchaser shall
notify Supplier in writing to which location wish the Returned Product to be sent.
12.8. If either Party’s analysis on the Returned Products concludes Supplier to be fully or
partially responsible for the defective Product warranty liability, Supplier will also
provide to Purchaser a corrective action plan within 30 (thirty) days of such a finding.
In case the proposed corrective action plan should include changes to the Products or
the Product manufacturing process, Supplier shall not implement these changes
without the prior written consent of Purchaser.

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13. PRODUCT LIABILITY AND PRODUCT IMPROVEMENT PROGRAMS
(PIP)
13.1. If, at any time (before or after the expiration of the after-sales warranty), final users,
third parties or Italian or foreign or supra-national authorities claim against Purchaser
a non-compliance with Regulatory Standards - concerning safety, health, environment
and/or manufacturing and/or homologation, etc. - caused by the Product assembled in
the Unit, Supplier shall keep Purchaser indemnified and harmless from and against
any and all damages, losses, expenses and costs arising out of or in connection with
any legal action or claim (including the ones related to injuries and death) against
Purchaser, without prejudice to Supplier's own responsibilities towards the damaged
third party and the authorities, where applicable.
13.2. Purchaser shall inform Supplier promptly after being informed of the violation of
Regulatory Standards, laws and rules or that a liability is being alleged in connection
with the defect or safety lack of a Product supplied by Supplier. If, at any time, the
Purchaser determines to carry out a Product Improvement Program, in order to replace
or repair the Products having a defect which could possibly affect the safety or
reliability of the Unit or, in any case, its compliance with Regulatory Standards, the
Supplier shall:
i) provide Purchaser, with utmost urgency, with the Products required to perform
the Product Improvement Program, at no extra charge or burden for the
Purchaser and without suspending or postponing the delivery programs
concerning the normal supply of the Products; and
ii) reimburse to Purchaser the purchase cost, handling, packing, shipping and
transport of the Products, as well as the cost for the operations necessary for the
substitution and/or repair of the Products and for the identification of the Units
affected by the Product Improvement Program, as well as any other cost
necessary to implement such Product Improvement Program.
13.3. With reference to Articles 13.1 and 13.2, Supplier undertakes to enter into and to
maintain valid and effective insurance/es policies contracted with primary insurance
companies, adequate to cover its liability towards possible claims of Purchaser or of
third parties arising out the above defectiveness and/or non-conformity of the Product.
Purchaser shall have title to verify the adequacy of said insurance coverage and to
request the relevant increase up to certain maximum amounts per occurrence to cover
said liability. Supplier accepts to transfer its rights towards the insurance companies
upon simple request made by Purchaser. Supplier will provide to Purchaser, upon
request, copy of said policy or policies, of their renewals as well as any further
information related to said insurance coverage.
13.4. Supplier shall reimburse Purchaser for all costs incurred in order to remove (by
performing Product Improvement Programs, whether necessary) any defect on the
Products not affecting the safety of the Units or their compliance with Regulatory
Standards, if said defects (even detected after the expiry of the after-sales warranty)
due to their relevance and/or frequency, are unacceptable to Purchaser according to
the clients’ satisfaction standards applied by the most qualified manufacturers on the
relevant market.

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14. INTELLECTUAL PROPERTY
14.1. Any information, data, know-how, patents, patent applications and statutory invention
registrations, improvements such as any extension, new application, adaptation or
further development of the know-how, any technical, economic, commercial or
administrative data, written or oral as well as any product designs, drawings
inventions, documents, magnetic support, product or material sample that Purchaser
may have delivered to Supplier are and shall remain of the exclusive property of
Purchaser.
14.2. Supplier warrants that the sale or use of the Products shall not infringe or contribute to
the infringement of any patent, copyright, trade secret, trademark or any other
intellectual property right of a third party. Supplier agrees to defend, indemnify and
hold harmless Purchaser, including its affiliates, subsidiaries, parent company, dealers
and its customers from and against any and all claims, losses, demands, liabilities,
obligations and expenses (including, without limitation, reasonable legal and other
fees) arising from or related to any claim or action based on a claim that the Products
infringe any patents, trademarks, copyrights, trade secrets, or other intellectual
property of a third party.
14.3. In the event use of any Product or any component thereof is enjoined, Supplier shall
promptly, at Supplier's option: (a) procure for or on behalf of Purchaser, at no expense
to Purchaser, the right to continue using the Product or affected component thereof,
(b) replace the infringing product, at no expense to Purchaser, with a non-infringing
equivalent component, of equal performance and quality; or (c) modify the infringing
item so that it is non-infringing at no expense to Purchaser.
14.4. Supplier shall apply the trademarks specified by Purchaser to the Products and their
packages to be delivered to Purchaser, in accordance with Purchaser’s specifications.
14.5. Supplier agrees not to use Purchaser’s trademark, service mark or trade name of
Purchaser or its affiliated companies in connection with Supplier's business, except as
specifically approved in writing by Purchaser.

15. PURCHASER'S PROPERTY

15.1. The equipment, containers or collection means (specific or general), half-finished-
products and/or other materials made available to Supplier by Purchaser or third
parties specified by Purchaser for the performance of the supply of the Product
(“Properties”) shall remain in the exclusive property of Purchaser or of the above third
party.
15.2. Supplier shall be responsible for the loss, theft, destruction or damage of the
Properties.
15.3. Supplier shall:
i) record and identify all Properties as Purchaser property and shall perform, in co-
operation with Purchaser’s designees, the reconciliation regarding their
existence and conditions as required by Purchaser;
ii) maintain and use the Properties with the utmost care;

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 iii) assess and monitor the compliance of the Properties with any applicable safety
regulation, in the context of its risk management organization;
iv) allow authorized designees of Purchaser to check, also by means of access,
during normal working hours, the equipment’s state, utilization and operating
condition;
v) not transfer or move or modify any Property, for any reason whatsoever, except
when authorized in advance in writing by Purchaser, nor pledge or otherwise
encumber any Property;
vi) comply with the Operating Regulations concerning the management,
preservation, recording, stocking, identification, handling, return or scraping of
the Property; and
vii) carry out, at its own expenses, the ordinary repairs to the Property and promptly
notify Purchaser of any extraordinary repairs, replacements or changes needed,
provided however that any decision concerning the carrying out of such
extraordinary repairs will remain within Purchaser’s discretion. Such
extraordinary repairs, replacements or changes shall be made at Purchaser’s
expenses, unless differently agreed, except the case they are due to accidents,
Supplier’s negligence or other reasons attributable to Supplier, in which case all
the relevant costs shall be borne by Supplier.

16. PROPERTIES INSURANCE

16.1. Supplier shall ensure that the risk prevention standards issued by Factory Mutual
International are met at any time at the manufacturing facilities where the Products are
manufactured and, in particular, in such facilities where the Properties shall be
installed, stored or used.
16.2. Supplier shall adequately cover with insurance the Properties, by entering into
appropriate insurance agreements with leading insurance companies. The relevant
policies shall contemplate the insurer’s waiver to any claim against Supplier and shall
cover: a) fire; b) any other damage it can suffer whoever is responsible for such
events, with waiver of any claim against Purchaser, including the force major events;
and c) third party civil liability risk for any damage and/or injury incurred by persons
or goods. The Supplier shall notify to Purchaser the maximum insured amount.

17. SPECIFIC EQUIPMENT PURCHASED WITH PURCHASER’S

CONTRIBUTION
17.1. Upon termination or expiry of the supply of the Products for whatever reason,
Purchaser shall have an option to purchase the specific equipment for which Purchaser
has paid to Supplier the amortization costs, as a specific portion of the price for the
Products. The option shall be exercised by Purchaser at a price equal to the residual
amortization costs of such specific equipment.
17.2. The above option may be exercised by Purchaser within 90 days from the termination
or expiry of the Supply of the Products, by addressing to Supplier a written notice.

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18. PURCHASER’S TECHNICAL INFORMATION AND SPECIFIC
EQUIPMENT
18.1. Should the execution of Supply Agreement require the use by Supplier of Purchaser’s
Technical Information or Specific Equipment belonging to Purchaser (unless lawfully
available to Supplier):
i) the above Technical Information and Specific Equipment, belonging to
Purchaser, shall not be used for purposes other than the execution of the Supply
Agreement or after termination of said Supply Agreement or disclosed to third
parties or made available to them; and
ii) Products made using these Technical Information and Specific Equipment,
belonging to Purchaser, shall be exclusively produced on behalf of Purchaser
and shall be exclusively supplied to the latter.
18.2. Supplier shall not acquire any rights on the above Technical Information, other than
the right to use it in order to perform its obligations towards Purchaser.
18.3. Supplier shall, also after the expiry or termination of Supply Agreement:
i) carefully hold Purchaser’s Technical Information and identify the same and
consider it as exclusively pertaining to Purchaser;
ii) hold Purchaser’s Technical Information confidential, not reproduce or copy it,
except as expressly authorized in writing by Purchaser, and not transmit or
disclose the same to third parties;
iii) return this Technical Information to Purchaser, upon request of the latter;
iv) not apply for the obtaining of patents or other intellectual or industrial property
rights on the whole or part of the contents of Purchaser’s Technical Information.
18.4. Supplier shall impose the same obligations - and cause the fulfilment thereof – set
forth in this Article to any third party to which Supplier may need to make available
the Purchaser’s Technical Information or Specific Equipment for the purpose of the
performance of Supply Agreement.

19. TERMINATION
19.1. Termination for breach
Purchaser shall notify in writing to Supplier any breach by Supplier of its obligations,
pursuant to these General Terms and/or the Supply Agreement between the Parties
and shall assign to Supplier a term to remedy the notified breach. In the event that
Supplier has not remedied such breach within the above mentioned term, Purchaser
shall have the right to terminate the Supply Agreement. In case of termination
Supplier shall be liable to Purchaser for any and all losses, damages, costs and
expenses suffered by Purchaser in relation to or in connection with such a breach of
Supplier.
19.2. Purchaser’s Suspension and Termination right
19.2.1. Purchaser shall have the right to suspend the execution of the Supply
Agreement by simply informing Supplier by means of a written notice in the
following cases:

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 i) situations, facts or actions, which clearly indicate the existence of a
recently come up or of an expected Supplier’s non ability to guarantee
the regular fulfilment of its obligation (for example, in case of delayed
payments or non-payments to personnel, social security authorities,
revenue office, suppliers or banks, protests of bills, executions on
movable and/or immovable properties, revocations of licenses or
authorizations, preliminary and/or initial deeds for voluntary winding-up
etc.);
ii) the execution of the Supply Agreement has been interrupted for more
than 5 days due to the interruption, for any reason whatsoever, of
Supplier’s normal activity.
19.2.2. If the situations provided for in the paragraph 19.2.1 have not been removed
within 10 days after receipt of written notification to Supplier as provided in
paragraph 19.2.1 above, Purchaser shall be entitled to terminate the Supply
Agreement, by simple written notice to Supplier.
19.3. Supplier's Obligation on Expiration or Termination
Upon the expiration or termination of the Supply Agreement, Supplier shall: (a)
cooperate with Purchaser to help in avoiding disruptions while the production of the
Products is resourced to another supplier; (b) not enforce its industrial property rights
against Purchaser or Purchaser's suppliers or customers, during the period of time
necessary to Purchaser to replace the Products with alternative ones; (c) transfer title and
possession of any undelivered Products, supplier-owned tooling specific for the
Product, work-in-process and raw materials that Purchaser has agreed or requested to
acquire from Supplier and return all Properties; and (d) cease all work under the
terminated Supply Agreement, unless otherwise directed by Purchaser.

20. CONFIDENTIALITY
20.1. Supplier shall treat all the information that has not been publicly disclosed and of
which it becomes aware, during the negotiation or execution of the Supply
Agreement, as confidential.
20.2. Supplier undertakes to not disclose its commercial relationship with Purchaser without
Purchaser’s previous written consent.

21. REPORTING
21.1. Supplier shall promptly provide Purchaser with the information regarding Supplier’s
operations and financial condition, as Purchaser may reasonably request, including,
but not limited to:
21.1.1. the Financial Statements and the Independent Auditor’s Reports, annually or
infra-annually, as soon as these documents are available, the drafting of
which is mandatory in accordance with the applicable law;
21.1.2. the other needed infra annual financial reports, included the Projections, that
Purchaser should request in writing, in case the financial position of Supplier
deteriorates or occurs any other event during the supply of the Products to
such an extent that, in the reasonable opinion of Purchaser, the capability of

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 Supplier to adequately fulfil its obligations under the Supply Agreement has
been placed in jeopardy. It is agreed and understood that “Projections” shall
mean: Supplier's forecasted balance sheets, profit and loss statements and
cash flow statements, all drafted on a basis consistent with Supplier's
historical financial statements, together with supporting details and a
statement of underlying assumptions;
21.1.3. any further information that may be of importance for Purchaser in order to
evaluate the relationship with Supplier and/or such information that
Purchaser may reasonably request, included but not limited to any
information about the Products and/or the Supplier that may be needed to
provide authorities with for the import or export of the Products.

22. INSPECTION
22.1. Supplier agrees that Purchaser may, upon maximum 3 working days advance notice to
Supplier, inspect, directly or by means of entities designated by Purchaser, Supplier's
manufacturing processes and facilities, in order to check the Supplier's compliance
with Purchaser's requirements. Upon such Purchaser’s request, Supplier shall
therefore assure the access to its supplier manufacturing processes and facilities.
22.2. Moreover, should the supplied Products be fitted or incorporated by Purchaser into
products devoted to be supplied to Ministries of Defence or similar public entities,
Supplier shall carefully submit such Products to quality inspection conducted by such
Ministries and entities, or by their authorized representatives, in compliance with the
applicable laws and regulations adopted by such Ministries and entities.

23. COMPETITIVENESS
23.1. For the entire duration of the Supply Agreement, Supplier undertakes to: (i) keep
constant the requisites of competitiveness of the supply in terms of quality, service,
reliability, time to market, technical level and innovations; (ii) keep constant the prices
and terms of supply in line with those practiced by the best competitors on the market;
and (iii) cooperate with Purchaser to implement all possible technical actions to
reduce the costs that Purchaser shall bear in the execution of the Supply Agreement.
Purchaser has the right to communicate to Supplier, which undertakes to keep them
confidential, the terms and conditions more favourable than those in force for the
Product supply. Supplier has the right, within 30 days as of the communication by
Purchaser, to align its terms and conditions of supply to those communicated by
Purchaser. Should Supplier not conform to the terms and conditions offered by said
third party, Purchaser shall have the right to unilaterally terminate the Supply
Agreement by sending a written communication, with 30 days advance notice, without
any consequential right for Supplier to damages or indemnities possibly due for any
title.

24. APPLICATION OF THE GENERAL TERMS

24.1. These General Terms shall apply to each Supply Agreement between the Parties
whose execution is pending or which will be executed in the future, even if not
explicitly recalled, provided that in case of conflict between the provisions of these

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 General Terms and those of each specific Supply Agreement, the provisions of the
Supply Agreement shall prevail, unless differently agreed in writing by the Parties.

25. CODE OF CONDUCT AND SUPPLIER CODE OF CONDUCT

25.1. Supplier: (i) acknowledges that Purchaser adopted the Code of Conduct (hereinafter
“Code of Conduct”), concerning the ethical principles to be applied by the companies,
directly or indirectly, controlled by CNH Industrial N.V., in their business activities,
and the Supplier Code of Conduct (hereinafter “Supplier Code”) being Supplier fully
aware of the provisions of the above Codes, which are available and can be
downloaded from the web-site
https://grouppurchasing.fiat.com/irj/portal/anonymous/CNHIndustrial-EN; and (ii)
agrees to comply in all respect with the above Codes, as they may be modified from
time to time, and the laws of the Country(ies) where it operates aimed to ensure the
compliance with proper business behaviours.
25.2. Infringement by Supplier of the provisions of the above Codes and/or laws shall
represent a material breach and therefore Purchaser shall have the right to terminate
the Supply Agreements, with immediate effect, by means of written notice to the
Supplier, without prejudice to the rights to claim compensations for any and all
damages suffered or costs borne in direct or indirect connection with this
infringement.
25.3. Supplier represents and warrants to have not been convicted of or pleaded guilty to an
offence involving violation of principles stated in the above Codes and undertakes to
promptly inform in writing the Purchaser of any change in its representation and
warranties here above.

26. CHANGES IN THE ORGANIZATIONAL AND CORPORATE STRUCTURE

OF SUPPLIER
26.1. Supplier hereby undertakes to communicate in writing, with a reasonable notice
period, to Purchaser any direct or indirect change of control of its company, included
any transfer to a third party, at whatsoever title, of the ownership and/or management
of the business activities related to the performance of the Supply Agreement (by way
of example and not of limitation, the assignment or lease of business or any kind of
constitution of beneficial rights in respect of the shares), by providing any details
concerning the identity, the type of activity and the technical, industrial and financial
capability of the potential purchaser (“Assignee”).
26.2. Purchaser shall be entitled to terminate any Supply Agreement by written prior notice,
granting a reasonable period of time, in any case not less than 60 days starting from
the receipt of the notice sent by Supplier as set forth in Article 26.1 (the “Term”),
should one of the following conditions occurs: (i) Assignee is a competitor of
Purchaser; (ii) Assignee has not, at Purchaser’s reasonable discretion, the ethical,
professional requirements and/or the technical, industrial and financial capabilities
suitable to perform the supply relationships with Purchaser.
26.3. The termination shall take effect upon the expiry of the Term, being agreed and
understood that: (i) Purchaser shall pay to Supplier the price for the supply of the
Product actually delivered and accepted until the effective date of termination; (ii)
Supplier shall not be entitled to claim toward Purchaser any kind of damages and/or

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 compensations as a consequence of such termination.
26.4. Should Supplier fails to send the above communication, Purchaser shall be entitled to
terminate immediately any Supply Agreement by means of a written notice.

27. MISCELLANEOUS
27.1. Survival. Neither the expiration nor the termination of a Supply Agreement shall
affect any rights of any Party which shall have accrued prior to the date of such
expiration or termination, and in particular it is expressly agreed by the Parties that the
obligations regarding warranty, indemnity, the availability of Products and
confidentiality shall survive the expiration or termination of the Supply Agreement.
27.2. Force Majeure. Neither Party shall be liable for a delay or failure to perform due to an
event of force majeure, which shall include acts of God, governmental action, war,
civil disturbance, riot, national strike, sabotage, embargo, natural disaster, or any other
unforeseen condition beyond the control of either Party, not due to its negligence or
wilful misconduct. The Party suffering an event of force majeure shall provide the
other Party with prompt written notice and shall be excused from performing its
obligations under the Supply Agreement for so long as such condition persists, but
shall not be excused from tendering partial performance if the same is possible.
If force majeure determines a delay in delivery of the Products as to prevent Purchaser
to comply with its production needs, Purchaser shall have the right to purchase the
Products from third parties. Should the above measure – in Purchaser’s opinion -
prove impossible to be put in place or unreasonably expensive, Purchaser shall have
the right to terminate the Supply Agreement. Sub-suppliers’ delays shall not be
considered force majeure events, unless it is proved that said delays are caused by
force majeure.
27.3. Independent Contractor. The relationship between Supplier and Purchaser is that of
independent contractors. Nothing contained in these General Terms or the Supply
Agreement shall be construed to create a principal-agent or employer-employee
relationship between the Parties. Neither Party shall represent to others that it is the
agent of the other.
27.4. Assignment. Without Purchaser’s written consent, credits arising from the supplies
cannot be assigned to third parties. Supplier may not assign the Supply Agreement to
any third party, in whole or in part. In the event of breach of the above obligation,
Purchaser shall have the right to terminate the Supply Agreement.
27.5. Severability. Any term or condition contained in these General Terms or the Supply
Agreement that is declared unlawful or unenforceable by a court of competent
jurisdiction shall not apply and the unenforceability of any such term or condition
shall not affect the enforceability of any other terms and conditions.
27.6. Waiver. The failure of a Party to require strict performance by the other Party of any
obligation hereunder shall in no way affect its right to require such performance at any
time thereafter. In addition, no waiver by either Party of the breach of any provision
hereof shall constitute a waiver of any subsequent breach of the same provision, or
any breach of any other provisions.

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27.7. Reservation of Right and Remedies. No remedy provided to Purchaser herein shall be
deemed exclusive of any other remedy allowed by law.

28. APPLICABLE LAW AND COMPETENT COURT

28.1. These General Terms and any Supply Agreement shall be governed in accordance
with the law of the Country where Purchaser has its registered office.
28.2. For any dispute related to the General Terms and the Supply Agreements, unless
differently agreed in writing, the Court which shall have exclusive jurisdiction shall be
the one where Purchaser has its registered office, however, as unique possible
alternative, the Parties agree that Purchaser may sue Supplier in front of the Court of
the place where Supplier has its registered office.

29. ANNEXES
29.1. The following Annexes are an integral part to these General Terms:
Annex 1 – Supply Chain Requirements for Products supplied as first equipment;
Annex 2 – Supply Chain Requirements for Products supplied as spare parts.

SIGNATURE FOR ACKNOWLEDGEMENT AND ACCEPTANCE

OF THE SUPPLIER LEGAL REPRESENTATIVE

SUPPLIER REGISTERED NAME

NAME STAMP AND SIGNATURE

TITLE

DATE

In the event that the Purchaser has its registered office in Italy with the consequent
application of Italian law pursuant to Article 28.1 above, the Supplier, according with
Article 1341 of the Italian Civil Code, expressly approves the Articles of these General
Terms listed hereunder:
4.4 – Request of Products in excess;
7 – Delivery;
8.2 – Changes requested by Purchaser;
8.7 – Control Shipping Level and New Business Hold;
10 – Non conforming Products at production plant;
13 – Product liability and Product Improvement Program;
17 – Purchaser’s option right to buy specific equipment;
19 – Suspension and termination;
23 – Competitiveness;

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26 – Changes in the organizational and corporate structure of Supplier;
27.4 – Assignment;
28.2 – Jurisdiction.

SIGNATURE IN EXPRESS APPROVAL OF THE SUPPLIER LEGAL

REPRESENTATIVE

SUPPLIER REGISTERED NAME

NAME STAMP AND SIGNATURE

TITLE

DATE

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 Annex 1
Supply Chain Requirements for Products supplied as first equipment

This Supply Chain Requirements (‘Logistic Agreement”) define the rules for the supply of
Goods to the Purchasers’ plants (“Plant” or “Plants”). Supplier must comply with the
provisions herein set forth when is developing, structuring and planning supply chain
solutions and is delivering Goods to any Plant.
This Logistic Agreement contained in this Annex 1 to the General Terms forms integrating
part of the Purchasers tender process and of the Supply Agreement/s.

1 Leading Principles
The Parties agree to fulfil in their supply relationships the following principles:
1.1 Language
English is the official Purchaser’s business language. The Supplier’s employee
or representative dealing with the Purchaser shall be able to communicate in
English language.
1.2 Contact Persons
Supplier shall provide a detailed contact list (“Contact Persons List”), showing
competent contact person/s as well as its representatives (“Contact Person/s”)
and at least their email addresses and telephone numbers. The Contact Person
List (including but not limited to Key Account Manager, Operations Manager,
Logistics Manager and Administration Manager) will cover the complete supply
process and therefore shall contain all the Contact Persons who have knowledge
and powers to take all the suitable required measures in the name and on behalf
of the Supplier.
The Contact Persons shall be reachable during the Plants production hours in
case of European continental suppliers. In case of Supplier located in other
areas, the latter shall appoint and communicate to the Purchaser: (i) a dedicated
Contact Person (e.g. Key Account Manager) who has to be fully reachable at
any time during the relevant Plants production hours; and (ii) in case and during
the whole emergency situations, one or more Contact Persons who has to
guarantee a continuous availability during all the 24 hours for day.
1.3 Definitions
The terms, abbreviations or acronyms used in this Logistic Agreement are
defined in Enclosure A save the definitions set forth in the main text of the
General Terms.
1.4 Obligation to provide Information
Supplier shall promptly provide to the Purchaser the information requested by
the latter, unless differently agreed between the Parties.

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 1.5 Working times
The Supplier shall communicate and share its holiday schedules, plants
shutdowns, working hours and shift models, at least twice a year or upon
Purchaser’s request.
Supplier will organize his shipment following Purchaser working calendar in
order to fulfil the Purchaser scheduling.
1.6 Deliveries
The Supplier shall guarantee that all the shipping documentation is complete
and accurate (including but not limited to: packing list, delivery note, invoice,
country of origin information, OTM shipment ID document).
1.7 Supplier service level measurement
Purchaser reserves the right to evaluate Supplier delivery performance through
service level measurement.
2 Material planning, scheduling and control
2.1 Delivery Schedule and call-off order
Purchaser releases to the Supplier the delivery schedules by means of electronic
communication protocol (included but not limited to EDI, CSCN, Delins, others
in use….).
Delivery schedules will be regularly updated.
Past due is not re-scheduled and must be recovered immediately by the Supplier
The release frequency is weekly unless otherwise specified and communicated
to the Supplier. Each new schedule will replace the previous one.
Supplier will report immediately (in writing) any non-compliance to the order
schedule. Non-compliance is defined as the inability to fulfil the order.
Notification to the Purchaser’s material planner (of the ordering Purchaser’s
plant) must be received within the same working week of the CSCN/Delins
release or other communication protocol used by the Purchaser. Otherwise the
schedule will be considered as accepted by the Supplier. The delivery schedule
will show the ship date or due on dock according to Incoterms rules.
Supplier notification cannot be considered automatically accepted by the
Purchaser.
2.2 Periods of Supply
The Supplier is requested to fulfil the following period of supply:
• Firm Period: 3 weeks (2Wks for FPT) of fixed delivery dates and
quantities;
• Planning period: Purchased will provide mid-long term not binding
forecast to support Supplier for capacity planning and long term material
scheduling.

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 The rules set forth in this Section 2.2 shall apply unless different specific written
agreement occurred or should occur in the future between the Parties (i.e. in
Logistic Requirement Books, Supply Agreement, others…)
2.3 Phase in/Phase out
Section 2.2 will not apply to orders related to items which are required for
production phase-in or phase-out.
Purchaser will inform Supplier with a three-month notice about the intention to
phase out production for which Supplier’s Goods are used, and Purchaser will
not be required to maintain any minimum lots or quantities.
3 Pro-active capacity planning
Supplier will share its own weekly capacity. Any changes to Suppliers capacity must
be communicated in writing immediately.
Supplier will inform Purchaser (material planner of ordering plant and Purchasing
organization) in writing (e-mail or fax) about all possible future production shortages.
Supplier will take into consideration its own holiday period and Purchaser plant
holidays when planning its production.
Supplier will be responsible for pro-active planning of its production, activating all
countermeasures in order satisfy Purchaser’s material requirements. If Purchaser
increases the release quantities, Supplier will increase its capacities accordingly. In
case of problems to cope with increase, Supplier have the obligation to notify this to
the Purchaser.
In order to be able to keep up with the fluctuations of the Purchaser demand, Supplier
will implement adequate processes which can include maintaining an appropriate
safety stock of finished products and/or components as a buffer at his premises.
4 Communication Interface
Supplier must utilize one of the following communication methods, unless differently
communicated in writing by the Purchaser:
• WEB: Internet-based schedules and Advance Shipment Notification (ASN),
available via CSCN portal in the "New Delivery Schedules” application or on
Supplier Portal. This method is recommended for suppliers with a few parts or
infrequent transactions and for suppliers that don't have integration capabilities;
• EDI (Electronic Data Interchange): Computer to computer integration of
business transactions for high volume transaction suppliers as well as critical
parts suppliers;
• Other special business (Astra, Fire Fighting) may utilize different
communication flow (email based).
In order to have an EDI connection, Suppliers shall establish an EDI system based on
a mutually agreed schedule and procedure. Suppliers will work towards achieving
full-loop EDI capabilities (Orders/schedules, Order confirmation, ASNs and Invoice).
Technical requirements and message formats are set out in detail in the specific EDI
manual. Further information can be obtained by the Supplier from Purchaser key
contact personnel.

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5 Information Input of Supplier
Supplier will provide to the Purchaser the following information via CSCN/Supplier
Portal/EDI (or otherwise communicated by the Purchaser) or by means of other
channel as specified for Fire Fighting, Defense, Astra, Irisbus:
• Delivery promises referring to the schedules posted to Purchaser;
• Pick up notification/confirmation (PUN/PUC). Supplier is requested to give at
least one day prior to shipment within 12:00 CET details of p/n forecasted and
quantities by confirming/amending proposed Pick Up Notification based on
Purchaser Plant’s MRP;
• PFEP; in order to increase logistic visibility and effectively operates with the
PUN/PUC method supplier is requested to specify and maintains information at
p/n level about packaging dimensions and weight;
• Enhanced Pick up Request (“ePUR”, alternative to PUN/PUC if not activated)
provides information of the p/n forecasted per each Pick up Request (PUR) and
specify date of pick up in accordance with PO pick up date, weight, dimensions,
N° of package, stackability, location pick up, location of delivery;
• ASN at the time of the pick up of the Goods. In order to ensure p/n visibility for
in transit material and streamline unloading at Plant/Warehouse, ASN must
contain Pick Up and OTM shipment references, delivery note references and
trailer plate details.
6 Labels
The standardized identification of all Goods on the racks or other packages is
mandatory. Supplier shall always assure the use of the standard communicated or
approved by the Purchaser. Material tag is attached to each load unit, container and
individual package. The tag must be easily visible when the container is loaded. All
old labels and further labelling of Supplier must be removed or cancelled.
The current format of label to be used by Supplier is attached as Enclosure B, unless
differently specified in the Operating Regulations or communicated by the Purchaser.
European suppliers delivering to WMF Plants must always include, without limitation,
also the following mandatory information in the label: supplier name, supplier code,
Purchaser part number(s), quantity per each Purchaser part number, customer plant,
delivery note number.
In case of Handling Unit containing more than one box, the handling unit must have
attached one complete master label with all above information and the list of all Part
Numbers and quantities contained.
Note for returnable containers (racks):
The label has to be fixed with adhesive dots on the long side of the container on the
designated document area, unless otherwise communicated by the Purchaser.
Purchaser will charge Supplier if a self-adhesive label has to be removed.

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7 Process Reliability
As a prerequisite for supplying Purchaser with materials, Supplier will develop and
publish contingency plans for any emergency situation that disrupts the continuous
flow of Goods. Supplier is expected to inform Purchaser immediately and provide a
detailed recovery plan, including a timeline.
Supplier shall take preventive measures to minimize any issues that may arise from
production downtime. Supplier shall maintain an inventory of products that mitigates
the effects of any production disruption in the short term, especially if the type of
production implies a percentage of normal downtime.
8 Packaging/Containers
Supplier will develop, in agreement with Purchaser, a packaging and container
concept based on the Product and Purchaser’s specific requirements. Packaging will
be developed in accordance with standard industry practices for automotive
components and assemblies, assuring that products are handled, transported and
delivered in safe and proper conditions. Thus agreed packaging specifications shall
not be changed without Purchaser’s prior agreement in writing.
The following basic principles apply and will be observed by Supplier:
• Packaging will be reduced to the minimum required to protect the Goods; i.e.
the packaging will not be larger nor more elaborate than essential to protect the
Goods;
• Padding material will be kept to a minimum;
• Recyclable packing materials will be used and identified according to the
specifications of the waste management industry;
• Use of single-type component materials. Composite materials will not be
allowed;
• Returnable packaging will be preferentially used also in case the disposable and
returnable packaging should be equal in economic and qualitative terms;
• Standardized returnable packaging, which can be pooled (used for/by multiple
parts/processes and partners) will be preferred to specific returnable packaging;
• Returnable packaging should correspond to the standard requested by the
Purchaser. Special design and sizes are exception in case of
specific/extraordinary requirements of the material to be delivered;
• Returnable packaging will be designed to be easily cleaned, emptied and
drained;
• All suppliers must be in compliance with the Fumigation Regulatory Standards
and Operating Regulations.
Purchaser has handed over to I-FAST Container Logistics S.p.A. the management and
the lease of standard containers to Suppliers for the packaging and transport of Goods
to be supplied, in consideration and respect of the Purchaser production specification
or provision specified in the relevant Supply Agreements. If Purchaser’s Plant needs
to receive the Goods with I-FAST containers, Suppliers shall support this request.

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9 Shipping
When accepting the Goods for shipping, the carrier acknowledges receipt of the
quantity and type of parcel or packing unit, but not its content, value or weight.
9.1 Documents
Supplier shall provide all paperwork including the bill of lading, the packing
slip, the delivery note, the OTM or other TMS shipment identification printout
when available, and/or commercial invoices to the carrier, at the time of
shipment, separately from the material.
Considering that the designated carrier must prepare shipping documents for
each shipment, Supplier shall provide the carrier/Purchaser with all the
necessary information to complete these documents, including but not limited
to:
• Delivery note;
• Transport document;
• Customs documents;
• OTM or other TMS shipment ID.
For Suppliers of WMF IVECO, also CQC (Conformity Quality Certificate) must
be provided by Supplier in case of new part number and always when part
number is a safety component.
9.1.1 Delivery Note
The data that the delivery note shall contain include but are not limited to:
• Sender's address;
• Supplier Code;
• Receiver's address (including receiving plant/warehouse, unloading
point as per delivery call-off);
• Delivery note number;
• Purchaser Order number;
• Purchaser part numbers and related quantities split for each handling
unit specifying type of packaging/pallet (e.g. KLT, parcel, Euro
pallet), one row each unit;
• Gross weight & dimensions of each type of packages/pallet;
• OTM Shipment ID when available;
• The number and type of the returnable containers used in the
shipment.
European suppliers delivering to WMF must comply also with the
additional following rules:
A. Additional information to be included in the delivery note:
• Reason for Delivery;
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 • Final Destination Plant/CDA;
• CFS/WMF warehouse address;
• Billing company and address;
• Total number of packages related to the Delivery note;
• Note with the details of quantities in each package on the same
handling unit;
• Package code in case of returnable racks;
• Country of Origin for each part number;
B. One Delivery Note must be associated to only one invoice. One
Invoice could be associated to several Delivery Notes, even if it is
preferred to have only one Delivery Note for each Invoice;
C. Each handling unit must be related to only one Delivery Note;
D. Delivery Note numbers must be reported in commercial invoice for
posting and payment.
9.1.2 Transport Documents
Supplier will provide the information/documents required for the mode of
transport and in accordance with respective country regulations.
Supplier will duly complete the required documents.
9.1.3 Customs Documents
Suppliers shipping from/to Countries where customs formalities are
required must provide all necessary documents compliant to origin and
destination Countries customs regulations, following the Purchaser’s
instructions. In case of WMF flows, Supplier shall provide POA whether
requested.
Supplier must support in preparing specific documentation/declaration
when possible to benefit on import duties according with origin and
destination countries law (i.e. Form A).
9.2 Transport Standard Operative Procedures
Depending on the defined INCOTERM and the routing, one of the following
procedures will be used. In any case Supplier will fill in the ASN (Advanced
Shipping Notice) information via CSCN/Supplier Portal/EDI (or otherwise
communicated by the Purchaser).
9.2.1 Continental Transport
Supplier must submit the Pick Up Confirmation/enhanced Pick Up
Request via CSCN (when required, Supplier must submit PUR via e-mail
or otherwise communicated by the Purchaser) the latest one day prior to
physical shipment before 12:00 CET.
The Freight Forwarder will perform the transport as per the Pick up
Confirmation/Request details.

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 FCA Supplier Premises
Purchaser organizes transport from Supplier’s premises.
Supplier is responsible for loading the Goods on carrier equipment (truck,
van, etc.) and for providing necessary documentation to accompany the
Goods.
Supplier will contact designated carrier and request pick-up via
fax/email/form in case of PUN/PUC or ePUR is not requested.
DDP Purchaser Logistic Service provider’s Hub
Supplier has to deliver the Goods to designated Purchaser Service
Provider’s Hub. Purchaser organizes transport from the Purchaser Logistic
Service provider’s Hub.
Supplier is responsible to insert Pick-up Request indicating specific pick
up at Purchaser Logistic Service provider’s Hub and final destination
Plant/warehouse.
9.2.2 Intercontinental Transport to EMEA plants
FCA Supplier Premises/FCA Purchasing Logistic Service provider’s Hub
(LCL Shipments)
Supplier will contact designated carrier and request pick-up via
fax/email/form in case of PUN/PUC or ePUR is not available. For FCA
Hub, Supplier has to deliver Goods to designated Purchaser Service
Provider’s Hub.
FOB (FCL Shipments)
Supplier will contact designated Freight Forwarder and request pick-up
via fax/email/form in case of PUN/PUC or ePUR is not available or
requested by Purchaser (defined per Region/Area).
The Freight Forwarder will perform the transport as per the Pick-up
Request details.
Enclosure C contains a procedure for Ocean Inbound shipments to EU
plants.
Supplier is accountable and responsible for filling, completely and
accurately, in the PUN/PUC, ePUR and the transport documents. Any
extra cost due to incompleteness or inaccuracy of the data reported in the
ePUR, PUN/PUC and the transport documents will be charged back to
Supplier at actual costs. Extra transportation costs caused by assigning the
material to the wrong Purchaser destination or by missed pick up on due
time (e.g. Goods not ready, missed cancellation of the pick up, etc) will be
recharged to Supplier. Supplier if also responsible to ensure maximum
saturation of the trucks loaded according with available racks, respecting
road regulations and delivery plant/warehouse safety rules.
9.3 Urgent/Premium Transport
Both Parties agree to minimize the premium transports to avoid extra costs.

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 Premium/Urgent transport is defined as shipments of inbound material requiring
a shorter transit time than the normal service level agreement for transportation.
Purchaser shall charge and invoice to the Supplier, and the Supplier shall
reimburse and pay to Purchaser, any and all premium transportation costs and
expenses resulting from a late delivery caused by Supplier, while late deliveries
caused by Purchaser appointed carrier will not be charged to Supplier.
As soon as the Purchaser plant operative person (i.e. Production Planner,
Industrial Logistics Manager or Plant Manager) recognizes the need for an
urgent freight he will authorize the supplier by an AETC code (Authorization
for Excess Transportation Costs) with a description of the reason of the urgent
transport or different process authorization previously specified.
FCA Suppliers Premium freight can be organized only by Purchaser.
For all suppliers Premium freight costs cannot be charged to Purchaser, unless
specifically in advance approved by the Purchaser, with reference to
transportation modes and costs.
9.4 Reverse Logistics
In case the Supplier is responsible for the return shipments (e.g. because of
wrong shipment or quality problems), the Purchaser’s procedure n. 08018 shall
apply.
10 Requisite Processes relating to sub-suppliers
Supplier has to break-down forecasts and orders received from Purchaser into sub-
components/requirements and forward this information to his sub-suppliers.
Supplier is responsible for the materials scheduling and monitoring of his sub-
suppliers.
Supplier has to manage phase in/out and technical changes of his sub-suppliers.
Supplier is responsible for the planning, implementation and management of the
logistic processes of his sub-suppliers. This includes also the definition and
procurement of containers and other logistic equipment.
Supplier is responsible for transportation and handling from his sub-suppliers.
Purchaser will not manage Suppliers to Suppliers transport for Goods of not
Purchaser’s property.
11 Monitoring of anomalies
Anomalies of the supply chain process will be managed through the SQP (Supplier
Quality Performance) tool based on Purchaser’s Standard. Supplier will use this
system and comply with the requirements outlined in Purchaser’s procedure 08018
(included in RFQ).
The overall Supplier performance will be measured as per 08018 Purchaser’s
procedure (included in RFQ)
12 Reimbursement
Any deviation or non-compliance by the Supplier to these Logistic Agreements shall
have as the effect to jeopardize the supply chain flow and to oblige Purchaser to adopt

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remedial actions. The consequences of such a situation may include, but not be limited
to an increase in the Purchaser workload and additional costs and expenses.
Upon the occurrence of any deviation or non-compliance with these Logistic
Agreements, in addition to any other indemnification, damages or relief that Purchaser
may otherwise be entitled to, the Supplier liabilities include but are not limited to the
following:
1. Supplier shall pay to Purchaser also the reimbursements listed in Enclosure D,
by means of example and without any limitation;
2. Purchaser reserves the right to recharge to Supplier also any actual costs
incurred to solve incidents based on actual hourly rates;
3. if an event caused an Urgent/Premium shipment, also the related cost will be
charged to Supplier;
4. Purchaser shall have the right to recover additional costs, expenses and damages
if the deviation or non-compliance with the General Terms causes costs,
expenses or damages in excess of the reimbursement listed in this Logistic
Agreement and therefore in the Enclosure D by means of example and without
any limitation.
Suppliers of WMF plants have to follow also claim procedure included in the
Purchaser’s procedure n. 08018.

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 Enclosure A - Definition of Terms

The following terms and/or acronyms are used in this Logistic Agreement document in
addition to the definitions set forth in the whole General Terms:

AETC Authorization for Excess Transportation Costs

ASN Advanced Shipping Notice

BPV Business Planning Volume

BUYER Purchaser legal entity/entities that is/are involved party/ies, each one
individually in relation to the services received

BUYER’s Purchaser facility (e.g. Plant, Depot)

FACILITY

CAFTA Central America Free Trade Agreement

CARRIER Selected transport service provider

CDA Activity Center

CFS Container Freight Station

CMR Convention on Contract for the International Carriage of Goods by Road

COO Country of Origin

CSCN Purchaser Supplier Communication Network

EDI Electronic Data Interchange

FCA Free Carriage (Incoterm)

FCL Full Container Load

FIAT Service provider of Purchaser that is processing Supplier’s and Carrier’s

SERVICES invoices (former FIAT GESCO)

FOB Free on Board (Incoterm for ocean)

FTL Full Truck Load

GOODS Components for production and/or empty returnable containers or racks

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HTS Harmonized Tariff Schedule

HTSUS Harmonized Tariff Schedule of the United States

INCOTERM Delivery term codified and published by ICC (International Chamber of

Commerce)

KLT Tods (“Kleinladungstraeger”)

LANE Shipments of the same order type from Suppliers in a Country to a

Buyer’s facility, including the returns

LCL Less than Container Load

LSP Logistics Service Provider, that is contractual party of the agreement

LTL Less then Truck Load

LTS Lead Time for Supplier

MBL Master Bill of Lading

MRP Materials Requirements Planning

NAFTA North America Free Trade Agreement

OTM Oracle Transportation Management (also TMS, transportation

management system)

PN Part Number

POA Power of Attorney

POD Proof of Delivery

PUR Pick Up Request

ePUR Enhanced Pick UP Request

PUN/PUC Pick Up Notification/Pick Up Confirmation

RECEIVER The company to which the GOODS are delivered (generally a Purchaser
Legal Entity or Purchaser’ Supplier for return shipments)

RFQ Request for Quote

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May, 2016
SENDER The company sending the GOODS (generally a Supplier or a Purchaser
plant for return shipments)

SHIPMENT The move of all the goods on a SENDER delivery document to a

RECEIVER

SQP Supplier Quality Process

TMS Transport Mangement System (also OTM-Oracle Application)

VMI Vendor Managed Inventory

WMF CNH Industrial’ World Material Flow

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May, 2016
Enclosure B - Label procedure

Example

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May, 2016
 Enclosure C - Procedure for Ocean Inbound shipments to EU plants

In case of Ocean Inbound shipments to EU plants Supplier’s responsibilities include but are
not limited to:
• Make available the Goods to Freight Forwarder (FF)/Ocean Carrier;
• Send all shipment instructions to FF or Ocean Carrier necessary to fill in the Bill of
Lading;
• Send commercial invoice and Packing List to the Broker and the Purchaser;
• Perform Export Customs declaration at origin;
• Notify the final destination (Purchaser’s plant) about the Estimated Time of Departure
(ETD)/Estimated Time of Arrival (ETA) of the vessel.

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 Enclosure D - Reimbursements

FAILURE REIMBURSEMENT

Repacking required At cost of the activity done

Wrong container/packaging At cost of the activity done

Remove self adhesive label At cost of the activity done

Missing/wrong shipping note/labels or ASN At cost of the activity done

Wrong/incomplete EDI data At cost of the activity done

Missing/inaccurate/incomplete pick up request in CSCN At cost of the activity done

Wrong CNH destination in the pick up request At cost of the activity done

Missing/wrong custom documents At cost of the activity done

Extra freight costs due to scrap/over shipment At cost of the activity done

Extra freight costs due to missed or partial pick up At cost of the activity done

Shipment to wrong destination At cost of the activity done to re-

route + administration

Waiting hours at loading At cost of the activity done

Extra freight costs due to supplier delays/mistakes At cost of the activity done

Rework hours/Line stoppage At cost

SIGNATURE FOR ACKNOWLEDGEMENT AND ACCEPTANCE

OF THE SUPPLIER LEGAL REPRESENTATIVE

SUPPLIER REGISTERED NAME

NAME STAMP AND SIGNATURE

TITLE

DATE

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May, 2016
 Annex 2
Supply Chain Requirements for Products supplied as spare parts

This Annex 2 defines the specific rules for the supply of goods to any Purchaser’s Spare
Parts Depot. The Supplier when is developing, structuring and planning supply chain
solutions and is delivering goods to any Purchaser’s Spare Parts Depot shall comply also
with the provisions set forth in the Annex 1, as hereinafter amended and integrated.
1 Periods of Supply
The Article 2.2 of the Annex 1, shall be deemed amended as follows:
The Supplier is requested to fulfil the following period of supply:
• Firm Period: 5 weeks (4Wks for FPT) of fixed delivery dates and quantities;
• Planning period: Purchased will provide mid-long term not binding forecast to
support Supplier for capacity planning and long term material scheduling.
The rules set forth in this Section shall apply unless different specific written
agreement occurred or should occur in the future between the Parties (i.e. in Logistic
Requirement Books, Supply Agreement, others…)
2 Information Input of Supplier
The provisions set forth in the Article 5 of Annex 1, concerning the Pick up
notification/confirmation (PUN/PUC), has to be intended as referred to P&S DRP.
3 Process Reliability
The second paragraph of Article 7 in Annex 1, shall be deemed amended as follows:
Supplier shall take preventive measures to minimize any issues that may arise from
distribution delay. Supplier shall maintain an inventory of product that mitigates the
effects of any service level disruption in the short term, especially if the type of
production implies a percentage of normal downtime.
4 Stock on Consignement
In case Purchaser asks the Supplier to deliver the goods according to stock on
consignment mode, with the maintenance of the ownership to Supplier until the
moment in which Purchaser withdraws the Goods from the relevant warehouse,
Supplier shall support this request and agree in good faith a specific agreement.

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Enclosure A – Definition of Terms

The following acronym is used in this Annex 2, in addition to the definitions set forth in the
whole General Terms, including Annex 1:

DRP Distribution Requirement Planning: P&S replenishment process

It is understood that any reference in Annex 1 to the Plant shall be intended, for the purpose
and in the interpretation of this Annex 2 as referred to Purchaser’s Spare Parts Depot.

SIGNATURE FOR ACKNOWLEDGEMENT AND ACCEPTANCE

OF THE SUPPLIER LEGAL REPRESENTATIVE

SUPPLIER REGISTERED NAME

NAME STAMP AND SIGNATURE

TITLE

DATE

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May, 2016